Private Placements for Closely Held Business, Part 1 and Part 2 CLE

Private Placements for Closely Held Business, Part 1 and Part 2

July 2013

Private Placements for Closely Held Business, Part 1 and Part 2

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Teleseminars are midday continuing legal education conferences broadcast over the telephone. From the convenience of your office or home, you are able to dial into an 800 number, and hear nationally recognized practice leaders speak on important issues in the law. You are also able to ask them your questions. Teleseminars marry the best of technology and education to bring the world of CLE to your office or home.

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Program Description:

Whenever a company raises capital to grow or fund its operations, it is subject to federal securities laws that may require the company's offering of securities - stock or something else in exchange for cash - to be registered with the Securities and Exchange Commission. Registration is very time consuming and cost-prohibitive for most middle market companies. Reg. D., however, allows these companies to raises capital in so-called “private placements” without registering their securities with the SEC, provided a series of restrictions are satisfied. These rules have been recently modified under the recent JOBS Act, which liberalized certain requirements for small offerings. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.

Day 1 - July 23, 2013:

Practical planning and drafting for private placements for closely held businesses
How private placements are used as a practical matter in capital raises
Understanding the securities law and regulatory framework of private placements
Reliance on Reg. D safe harbor to avoid registration - amounts raised, accredited investor, timeframes, non-solicitation
Understanding exempt securities v. exempt offerings

Day 2 - July 24, 2013:

Practical guidance on drafting subscription agreements
Understanding disclosures in offering documents and liability for issuer of securities
Special issues for small private placements
Review of the JOBS Act, and impact on exempt offerings and “crowdfunding”

Faculty:

Richard R. Plumridge is of counsel in the Denver office of Bryan Cave, LLP, where he has a national practice counseling clients in the areas of corporate and securities matters, including corporate governance, mergers and acquisitions, and private offerings of debt and equity. He represents public companies, rapidly growing private businesses, start-ups, investment bankers, and venture capitalists and has significant experience with technology companies. He formerly served on the executive committee of the State Bar of California Business Law Section. Mr. Plumridge received his B.A. from Princeton University and his J.D., magna cum laude, from Harvard Law School.

Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.